Exhibit 4.1


 


	
  

  COMMON SHARES

  $.01 PAR VALUE PER SHARE

  THIS CERTIFICATE IS TRANSFERABLE

  	
  

  	
  

  COMMON SHARES

  $.01 PAR VALUE PER SHARE

  SEE REVERSE FOR IMPORTANT NOTICE

  
	
  IN SOUTH SAINT
  PAUL, MN.

  	
  A
  MARYLAND REAL ESTATE INVESTMENT TRUST

  	
  ON
  TRANSFER RESTRICTIONS AND

  
	
   

  	
   

  	
  OTHER
  INFORMATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP 81721M 10 9

  



 


THIS CERTIFIES THAT


 


 


is the registered holder of


 


FULLY
PAID AND NONASSESSABLE COMMON SHARES OF BENEFICIAL INTEREST IN


 


SENIOR HOUSING PROPERTIES TRUST


 


a Maryland real estate investment trust (the
“Trust”), transferable on the books of the Trust by the holder hereof in person
or by its duly authorized attorney upon surrender of this Certificate
properly endorsed. This Certificate and the shares evidenced hereby are issued
and shall be held subject to all of the provisions of the Declaration of Trust
and Bylaws of the Trust and any amendments thereto. The holder of this
Certificate and every transferee or assignee hereof by accepting or holding the
same agrees to be bound by all of the provisions of the Declaration of Trust
and Bylaws of the Trust, as amended from time to time. This Certificate is not
valid unless countersigned and registered by the Transfer Agent and Registrar.


 


IN WITNESS WHEREOF, the Trust has
caused this Certificate to be executed on its behalf by its duly authorized
officers.


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
  

  	
  

  
	
   

  	
  PRESIDENT

  	
  TREASURER

  



 


	
  COUNTERSIGNED
  AND REGISTERED:

  	
   

  	
   

  
	
  WELLS FARGO
  BANK, N.A.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BY

  	
  

  	
   

  	
  TRANSFER
  AGENT

  AND REGISTRAR

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  AUTHORIZED
  SIGNATURE

  



 


THE
DECLARATION OF TRUST PROVIDES THAT THE NAME “SENIOR HOUSING PROPERTIES TRUST”
REFERS TO THE TRUSTEES UNDER THE DECLARATION OF TRUST, COLLECTIVELY AS
TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND NO TRUSTEE, SHAREHOLDER,
EMPLOYEE OR AGENT OF THE TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY
OR SEVERALLY, IN CONNECTION WITH THIS INSTRUMENT. ALL PERSONS DEALING WITH THE
TRUST IN ANY WAY SHALL LOOK ONLY TO THE ASSETS OF THE TRUST FOR PAYMENT OF ANY
SUM OR PERFORMANCE OF ANY OBLIGATION.


 


AMERICAN FINANCIAL PRINTING INCORPORATED –
MINNEAPOLIS


 

















 


SENIOR HOUSING PROPERTIES TRUST


IMPORTANT NOTICE


 


PURSUANT AND SUBJECT TO THE
TERMS OF THE TRUST’S DECLARATION OF TRUST, A COPY OF WHICH, TOGETHER WITH ALL
AMENDMENTS AND SUPPLEMENTS THERETO (THE “DECLARATION”), IS ON FILE WITH THE
STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND, THE TRUST HAS THE
AUTHORITY TO CREATE ONE OR MORE ADDITIONAL CLASSES OR SERIES OF SHARES AND
ISSUE ADDITIONAL SHARES OF ANY EXISTING CLASS OR SERIES OF SHARES.  THE TRUST WILL FURNISH A FULL STATEMENT OF (i) THE
AUTHORITY OF THE TRUST TO CREATE ADDITIONAL CLASSES OR SERIES OF SHARES AND
ISSUE ADDITIONAL SHARES OF ANY EXISTING CLASS OR SERIES OF SHARES, (ii) THE
TERMS OF ANY EXISTING CLASS OR SERIES OF SHARES, AND (iii) SUCH OTHER
INFORMATION AS IS REQUIRED BY SECTION 8-203(d) OF THE MARYLAND REIT
LAW, WITHOUT CHARGE TO ANY SHAREHOLDER UPON REQUEST TO THE SECRETARY OF THE
TRUST.


 


THE SHARES EVIDENCED BY THIS
CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP AND TRANSFER WHICH ARE OR MAY HEREAFTER
BE CONTAINED IN THE DECLARATION OR IN THE BYLAWS OF THE TRUST, AS AMENDED FROM
TIME TO TIME (THE “BYLAWS”), INCLUDING PROVISIONS WHICH PROHIBIT THE OWNERSHIP
OF MORE THAN 9.8% OF THE TRUST’S COMMON SHARES OR SECURITIES BY ANY PERSON OR
GROUP. THIS DESCRIPTION OF THE RESTRICTIONS UPON OWNERSHIP OR TRANSFER OF THE
TRUST’S COMMON SHARES OR SECURITIES IS NOT COMPLETE. A MORE COMPLETE
DESCRIPTION OF THESE RESTRICTIONS APPEARS IN THE DECLARATION OR BYLAWS, AS
APPLICABLE, COPIES OF WHICH WILL BE SENT WITHOUT CHARGE TO ANY SHAREHOLDER UPON
REQUEST TO THE SECRETARY OF THE TRUST.


 


THIS CERTIFICATE ALSO
EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE
RIGHTS AGREEMENT DATED AS OF MARCH 20, 2004 BETWEEN THE TRUST AND WELLS
FARGO BANK, NATIONAL ASSOCIATION, AS SUCCESSOR RIGHTS AGENT, AND ANY AMENDMENTS
OR RENEWALS THEREOF (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY
INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE
PRINCIPAL OFFICES OF THE TRUST.  UNDER
CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL
BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS
CERTIFICATE. THE TRUST WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF
THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE
PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.  UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE
RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED (AS SUCH TERM IS DEFINED IN THE
RIGHTS AGREEMENT) BY ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON, OR
ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY
SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.  THE RIGHTS SHALL NOT BE EXERCISABLE, AND
SHALL BE VOID SO LONG AS HELD, BY A HOLDER IN ANY JURISDICTION WHERE THE
REQUISITE QUALIFICATION TO THE ISSUANCE TO SUCH HOLDER, OR THE EXERCISE BY SUCH
HOLDER, OF THE RIGHTS IN SUCH JURISDICTION SHALL NOT HAVE BEEN OBTAINED OR BE
OBTAINABLE.


 


The
following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:


 


	
  TEN COM

  	
  –

  	
  as tenants in common

  	
  UTMA  –

  	
   

  	
   Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  
	
  TEN ENT

  	
  –

  	
  as tenants by entireties

  	
   

  	
  under
  Uniform Transfers to Minors

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JT TEN

  	
  –

  	
  as joint tenants with right of survivorship
  

  	
   

  	
  Act

  	
   

  
	
   

  	
   

  	
  and not as tenants in common

  	
   

  	
   

  	
  (State)

  
								



 


Additional abbreviations may
also be used though not in above list.


 


For value received
                                                                                                
hereby sell, assign, and transfer unto


 


	
  PLEASE
  INSERT SOCIAL SECURITY OR OTHER

  	
   

  
	
  IDENTIFYING
  NUMBER OF ASSIGNEE

  	
   

  
	
   

  	
   

  



 


(PLEASE PRINT OR TYPEWRITE NAME
AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)


 


                                                                                                                                                                                                            Shares
of beneficial interest represented by the within Certificate, and do hereby
irrevocably constitute and appoint
                                         
                                                          Attorney
to transfer the said shares on the books of the within-named Trust with full
power of substitution in the premises.


 


	
  Dated

  	
   

  	
   

  	
  X

  
	
   

  	
   

  
	
   

  	
  X

  
	
   

  	
  NOTICE: THE
  SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
  THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR
  ENLARGEMENT OR ANY CHANGE WHATEVER.

  
	
   

  	
   

  
	
  SIGNATURE GUARANTEED

  	
   

  
	
   

  	
   

  
	
  ALL GUARANTEES
  MUST BE MADE BY A FINANCIAL INSTITUTION (SUCH AS A BANK OR BROKER) WHICH IS A
  PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (“STAMP”),
  THE NEW YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE PROGRAM (“MSP”), OR THE
  STOCK EXCHANGES MEDALLION PROGRAM (“SEMP”) AND MUST NOT BE DATED. GUARANTEES
  BY A NOTARY PUBLIC ARE NOT ACCEPTABLE.